Naruto AU: The Kyuubi and The Handsome Devil
by SporadicDeviance
Summary: You know the story of Naruto. Where Naruto Uzumaki, a ninja of the Village Hidden in the Leaf, went on adventures with his squad consisting of Sakura and Sasuke. What would happen if at the start of Naruto's ninja adventure, one of his teammates would be less "gloomy" and more "youthful"? Alternate Universe Story where Rock Lee is in Team 7 instead of Sasuke Uchiha.


_**AUTHOR'S NOTE: Here it is; my most ambitious fanficition to date. An Alternative Universe fanfic based on Naruto. Well perhaps "Alternative Timeline" is more appropriate. This spawned from an idea I have; "What would happen if, instead of Sasuke Uchiha, Rock Lee was a part of Team 7 with Naruto Uzumaki and Sakura Haruno?" I know this premise sounds weird, but Rock Lee is my favorite character in the Naruto series, and possibly in my Top 5 favorite anime characters. Also, I think it would be interesting to see how, the plot of the origi**nal series, as well as **the dynamics of Team 7, would be affected if there was less "angst" and more YOUTH! Well, without further ado, here's the prologue chapter to my story. Enjoy!**_

* * *

**Chapter 0: Prologue**

It was tranquil in the village of Konoha as the sun rose above the horizon to bring light onto the town. Nothing was breaking the silence of the warm morning hour, except for the chirping of the birds flying overhead. The serenity almost seemed perpetual.

Until graffiti had been found on the Hokage mansion. Graffiti that consisted of crude drawings of a skull, some shuriken, and a circle with a spiral in it, along with the words "Retirement Home for Perverted Old Men" written above the main doors of the mansion.

As people were discovering the vandalized manor and expressing their outrage, a young boy ran throughout the streets of the village, laughing maniacally at himself. The boy had spiky blond hair and three whiskers on each of his cheeks. He wore a pair of goggles, orange pants, and a black t shirt with an orange and blue jacket wrapped around his waist.

"Ha! That was hilarious!" Naruto began to proclaim to the world. "No one even noticed what happened until after I started running. Those idiots will never find out it was me."

Suddenly, a figure appeared, from out of nowhere, right in front of Naruto, startling the boy and making him fall backwards. The figure had the attire of a shinobi from the village. He had the green jacket, the weapons pouch on his right leg, and the blue forehead protector with the silver forehead protector that has the leaf village symbol on the middle of it. The thing that made this person stand out was the scar going alongside the bridge of his nose in a horizontal line. One look at the shinobi and Naruto knew who found him.

"I-Iruka-Sensei..." Naruto said.

"Naruto Uzumaki," Iruka said in a low growl. "You're in a lot of trouble now."

Naruto was about to get up and try to run away, but just then, two other shinobi appeared right behind him. Naruto couldn't do anything but sit still and attempt to hide his fear.

"Uh…uh...oh crap."

"Take him to the academy and make sure he doesn't leave. I'll come up with his punishment by the end of class today." Iruka stated.

"Yes Iruka." one of the shinobi behind Naruto answered, as he and the other ninja grabbed the scared boy by his shoulders to pick him up and take the boy to his school. Naruto did not try to fight back. He just walked slowly with the two shinobi and scowled.

Iruka was about to follow them until he noticed another shinobi running up toward them, he ran past Naruto and his escorts and stopped when he got to Iruka.

"What is it Mizuki?" Iruka asked.

"The Hokage said he wanted to see you at the mansion." Mizuki answered with urgency in his voice.

Iruka flashed a look of surprise before he ran as fast as he could to the Hokage manor.

When Iruka reached the vandalized building, he found the Hokage standing in front of the manor and looking at the paint job Naruto left on it. The elder man took one look at what Naruto wrote above the doors and groaned to himself, putting his smoking pipe in his mouth and inhaled.

"Lord Hokage," Iruka started. "I am sorry for what Naruto has done to the mansion. Trust me; he is going to clean this up immediately after class today."

The Hokage breathed out the smoke from his lungs and he took his pipe out of his mouth. He turned around to face Iruka.

"Iruka, you are aware of what today is right?" the Hokage inquired.

"Why yes Lord Hokage. It's the day of the graduation exam for the academy students."

"Correct, and I'm assuming Naruto Uzumaki will volunteer to take the exam like he did last year?"

"It seems more than likely sir. I don't get that kid. The exam is for students who have been in the academy for at least four years. Yeah, we allow the younger students the chance to take the test, but it's rare for any of them to try the exam. Plus, none of the younger students who have attempted the exam have ever passed."

The Hokage's brows furrowed as he put the pipe back in his mouth and inhaled. The smoke was leaving his mouth ad he began to speak. "You know, around one year ago, Naruto somehow snuck into my office, placed stink bombs in the drawers of my desk, and managed to sneak away without anyone noticing him."

Iruka sighed as he shook his head at the memory of that day.

"Well, getting to the point," the Hokage continued, "I think Naruto pulls these pranks in order to impress us before the exams."

Iruka's eyes expanded at the statement the Hokage made.

"What?! Lord Hokage, forgive my disrespect, but that doesn't make sense! Naruto is always pulling pranks throughout the village regardless of if there is an exam coming up or not."

"Yes, but those pranks were always small compared what he does before the exams. They're mostly aimed towards his classmates and the academy's faculty."

"...Okay then, but why does Naruto go so far as to defile the Hokage manor around the exam times when that'll just make him look bad."

"Perhaps it's not to make him look bad, but maybe to make him get noticed."

Iruka's head titled as his lips pressed together. The words the Hokage said brought back certain memories.

"Regardless," Iruka said with a shake of his head. "if Naruto fails to pass the exam today, I'll make sure to send a message to any available Jonin to guard the Hokage Manor during next year's exams."

The Hokage sighed as he put the pipe out of his mouth and tilted his head slightly towards the sky.

"Very well then. By the way, I need to talk to you about another one of your students."

"Huh? Which one?" Iruka said with confusion.

* * *

In the streets of the village, a boy was walking to the academy. He wore greyish brown robe with a black belt tied around the waist and black pants. His hair was short and messy, the ends of his hair curving upwards around the back of his head. The most notable feature on him was his thick eyebrows above his circular eyes.

He was lost in his own mind, unaware that he was speaking his thoughts aloud to himself.

"Today is the day, the day that I pass the graduating exam and become a genin."

The boy closed his eyes and smiled at the thought. As he continued his way towards the academy, his pace was growing faster with each step until the walk became a sprint. He ran until he started reaching the front gates of the academy and noticed a group of people coming towards him. Three of them appeared to be ninjas from the village while one appeared to be a small child. When the four got closer to him, the kid in the robe got a good enough look at the group and to recognized two people.

"It is Naruto-kun," the child thought to himself, "and it looks like Mizuki-Sensei and two other chunin are escorting him to the school. It appears that Naruto has got himself into trouble again."

The kid decided to stop at the front gate and wait for the group to reach him. When the group did Mizuki waved at the kid.

"Hey there Lee." Mizuki greeted.

"Good morning Mizuki-Sensei." Lee said as he bowed.

Mizuki stopped and motioned the other two to continue with Naruto who just pouted as he followed the two shinobi to the main building of the academy. Lee noticed the anger on Naruto's face as Naruto and the two chunin left.

"Mizuki-Sensei, what is going on with Naruto-kun?" the student asked.

"Oh, the boy just got caught in the middle of one of his 'famous' pranks." Mizuki stated following his explanation with a sigh of frustration.

"Oh…" was all Lee could audibly express as his gaze was following the sneering child entering the school. "Mizuki-Sensei, why does Naruto-kun do these pranks?"

"I really don't know Lee. What I do know is that it's not making him look any better in the eyes of the villagers, if their opinion of the child can get any lower."

Lee's expression of curiosity soon turned into contemplation and then the boy unwarily asked the question;

"Why do the villagers hate Naruto-kun so much?"

Mizuki's widened eyes immediately focused on the inquisitive child. The teacher then shook his head to focus his thoughts.

"Well…Naruto is known for being something of a troublemaker."

"But people always seem to avoid Naruto-kun even before he started doing those pranks. It just does not seem right that people would treat someone close to my age like that for no apparent reason."

Mizuki looked to the ground as he thought about what to say.

"Well…" Mizuki stated. "Sometimes people act certain ways for reasons too complicated for a child like you to worry over. I wouldn't be too concerned for Naruto if I were you; something tells me Naruto will find his use someday"

"Oh, okay…"

"Hey, enough about that, are you ready for the graduation exams today?"

Lee eyes glistened after hearing that and he immediately answered with enthusiasm, "Yes Sensei! I have been studying all week."

"Well alright then, now let's get to class so you can pass the exam and become a genin."

Lee jumped a bit with excitement and started walking with Mizuki inside the school. The student and teacher walked down the hallway until a voice called out.

"Mizuki."

Lee and Mizuki turned around to see Iruka walking down the hallway towards the two.

"Good morning Iruka-Sensei." Lee said with a bow.

Iruka turned his head to Lee and grinned while he approached Mizuki.

"Good morning." Iruka said. "Mizuki the teachers are needed for a conference."

"What for?" Mizuki asked.

"It's about the exam today."

Lee took notice when Iruka mentioned the exam. Mizuki nodded his head and turned toward Lee.

"Lee, go on to class."

Lee stood still for a moment but complied with his instructor's request. Lee made his way to the classroom while Mizuki and Iruka went the opposite direction.

* * *

Inside one of the classrooms, there were a bunch of kids sitting at their desks, waiting for their teacher to come. One of the students was Naruto, who was laying his head on his desk, looking as mad as he could get. Soon afterwards, a boy with shaggy brown hair and sharp fang-like teeth approached the whiskered boy.

"Hey Naruto." The boy said cockily. "I heard that you got busted again."

"Shut up Kiba." Naruto growled.

Kiba just chuckled at his irate classmate as he walked up the stairs to his seat, right next to a boy who was wearing a pair of sunglasses. Then a girl with medium length blond hair snickered a bit, making Naruto snap his head towards her.

"And what are you laughing at Ino?" Naruto asked with an annoyed inflection.

"I'm laughing at an idiot who pesters the entire village in order to mask the act that he has no ninja skills." Ino answered with a smirk on her face.

Naruto got angry. "Oh yeah?"

"Yeah." Ino stated before sticking her tongue out at her orange clad classmate.

Before Naruto could react to what Ino had done, Kiba began speaking again.

"Man, what a spaz! Can you believe this Shino?" the boy said while elbowing the boy next to him.

Shino turned his head towards Kiba slightly as he responded, "I wouldn't know for sure. Thinking about my classmate's misbehavior would be counterproductive with my studies."

Kiba just stared at Shino for a few seconds before turning his attention away from the boy with shades.

"I don't get you sometimes man."

Naruto was starting to lose his patience.

"Hey!" the blond boy started, "What does it matter if I possibly pulled an awesome prank, which I may or may not have done."

Just then, a girl with a red ribbon tied up in her pink hair began to speak up.

"It's because your stupid prank delayed class for the entire academy, meaning your idiocy is going to have to make us stay here longer in order to make up for the lost time, Naruto!"

Inside Sakura's subconscious, her inner voice was even more perturbed with Uzumaki. "Naruto, you blockhead. Can you hold off on your stupidity for one day? **CHA!**"

Naruto looked at the pink haired girl feeling hurt after hearing what she just said.

"S-Sakura…" the boy said with a defeated attitude.

Most of the students began to laugh at Naruto with the rest of the class just observing the situation. One of the silent students was a girl with short dark blue hair and clear, white, pupil less eyes, who just looked at the irritated boy with a concerned look on her face. She was lost in her thoughts until she heard someone say her name.

"Hinata?"

Hinata turned her head to the female classmate next to. She wasn't able to answer; she just remained silent as her cheeks flushed slightly.

"What's up with you?" the classmate asked.

Hinata just stammered, "Uh-uh…I-"

Just then a loud slam shook the classroom silent. One student wearing his hair in a spiky ponytail jolted his head up from his desk, his face groggy-like and his eyes slightly red. All the students turned their attention to the source of the sound. It was Naruto, with his hand firmly on his desk, standing defiantly. He marched down the steps of his classroom and went to the front of the desk at the front of the classroom and he turned to the kids.

"Alright, I am tired of all you jerks constantly putting me down! Just you wait until I take the exams, 'cause after today, I'm gonna become a full fledge shinobi while the rest of you are stuck in class for another year! BELIEVE IT!"

The room became quiet as Naruto looked his fellow students, feeling a sense of pride after making that speech.

Hinata just looked at Naruto, unaware of the expanding blush on face as she silently admired the confident young boy.

The silence didn't last long as the rest of the class became filled with howling laughter, which made Naruto's confident look slowly diminish into a look of discontent.

"_Ha ha!_ You? A shinobi before us?" Kiba said in between laughs, "You can't even do a proper transformation technique and you expect to graduate a year earlier than us? _Ha!_ That's a riot!"

Naruto clenched his fist in anger, grinding his teeth to vent the frustration he had pent up in him, when suddenly; the boy with the ponytail spoke up.

"Hey, Naruto, why do you want to take the test now? I mean all of us are going to have to do a one-page essay on what it takes to be a genin while the older students, and you presumably, take the graduating exam. However, if by _some chance_ you happen to fail, you're going to have to do a ten-page essay on what it takes to be a genin over the three month break between today and the start of the next school year."

"What's your point, Shikamaru?" Naruto asked in a tone that expressed annoyance.

"My point is that you should probably consider your skill level and the fact that you failed last year's exam before taking an unnecessary risk."

Naruto chuckled and rolled his eyes. "Thanks for the advice, _Mom_, but I think my 'skill level' is way beyond genin level."

The boy with the ponytail just sighed and put his head on his desk. Just then, a chubby boy with red spirals on his cheeks, who was eating some potato chips, began to lean towards Shikamaru.

"Don't worry Shikamaru," the boy said as he reached into the bag of chips. He pulled one out and handed it towards his tired friend. "At least you tried to warn him."

Shikamaru chuckled, and he took the chip that the chubby boy offered him.

"Thanks Chouji." Shikamaru said as he put the chip in his mouth.

Naruto rubbed his chin as he began to think aloud.

"In fact," the excitable blond began, "I'll probably do so well that Iruka-Sensei will promote me to chunin right there on the spot. _Ha-ha-ha-ha!_"

Most of the class began to grow restless, most of them were annoyed by Naruto's overconfidence and loud laughter. They were about to do something about it until the sound of a door in the back of the class opening interrupted their thought process and Naruto's guffawing. The class turned their attention to the doorway at the back of the class and saw a boy with raven hair spiked at the back, a black long-sleeved shirt, and a cold unaffected expression.

The silence in the room was shattered by an eruption of high-pitched shrieking.

"KYAAA!"

"SASUKE-KUN!"

"WHERE WERE YOU?!"

"WE ALL THOUGHT THAT YOU WEREN'T GONNA SHOW UP!"

"BUT WE SHOULDV'E KNOWN THAT THE BEST STUDENT IN THE WHOLE ACADEMY WOULDN'T MISS THE LAST DAY OF THE YEAR!"

"I KNEW YOU WOULD SHOW UP!"

"NO, YOU DIDN'T!"

"DID SO!"

"SHUT UP!"

"MAKE ME!"

"SASUKE-KUUUUN!"

"**KYAAAAAAAAAAA!**"

As most of the girls continued to venerate, Sasuke went to his seat, carrying the same emotionless look on his face. Almost every boy in the class, however, just rolled the eyes at the display most of their female classmates were showing. Shikamaru scoffed at the entire scene.

"Geeze. Why do these girls have to lose their heads over some guy?" the tired boy said with an exasperated tone.

"He's not just 'some guy', Shikamaru!"

Shikamaru and Chouji turned their attention to the blonde girl sitting in front of them.

"Sasuke-kun is the best student this academy has ever seen. He displayed natural talent far beyond the average _immature _child like some _other_ students I know."

Shikamaru chose to ignore the comment that was indirectly aimed at him.

"Plus Sasuke-kun is so handsome and skilled; it's a wonder why the Hokage has never promoted him to genin level by now."

"Hey, maybe the Hokage should promote him." Shikamaru said with a hint of cynicism. "That way he can leave the academy and the girls will stop wasting everyone's time fawning over 'Sasuke-kun'."

"WHAT DID YOU SA-"

Ino was about to say something to the boy with the ponytail, but Shikamaru decided to flick a potato chip he got from Chouji directly into Ino's mouth. The chip landed so far back into Ino's gullet that it made the persnickety blond gag. Ino spat the chip out in disgust and snapped her head towards her smirking classmate. Ino did not say a word as she glared at Shikamaru for a bit before she turned her attention back to Sasuke.

Naruto was looking around the classroom to see all his classmates adulate the class prodigy. He became angry at the fact those who were mocking him would turn around and praise Sasuke, who in Naruto's eyes did not do anything of significance today. The anger inside of him filled up; Naruto was at his boiling point. The final straw for Uzumaki was seeing Sakura fawn over the stoic kid, perhaps more than the other girls in the class.

The spiky blond hair boy walked over to the front of Sasuke's desk and leaned over to look him in the eye. The entire class was silent as they focused on Naruto and Sasuke, most of the girls angry that Naruto would dare to bother Sasuke. Naruto and Sasuke just glared at each other, not saying a word. The tension in the room was thickening until Naruto said the three words.

"Fight me Uchiha!"

* * *

Rock Lee was sitting patiently at his desk. He was feeling an assortment of anticipation and anxiety. He kept looking at his desk and fidgeting his hands as he thought to himself, not knowing what he was feeling.

Lee looked around his classroom to see how his fellow classmates were carrying themselves today. As Lee expected, the rest of the class appeared to be at ease for the most part. Every face he saw displayed a look of confidence and pride. After looking around for a while, Lee saw a girl in a pink qipao blouse and had dark brown hair tied in two buns. Before Lee could react, the girl focused her attention to the young bushy browed student. As soon as Lee's eyes met the girl's, he became startled. Lee did not bother reading the girl's face; he instantly turned his head back to the front of the classroom.

Not long afterwards, Lee felt something tapping on his shoulder. He turned around to see three of his classmates.

"How's it going?" A boy with a brown jacket and spiky black hair said.

"I am doing well." Lee stated, not liking how the boy was looking at him. "I am just waiting for Mizuki-Sensei to come to class so that we can take the final exam."

"Yeah, about that, the guys and I have a…well, a sort of wager going on with some of the other kids in class."

"What wager are you talking about?" Lee asked with the utmost sincerity

"You see, the guys over there?" the boy with the jacket said pointing to a sniggering bunch of boys in the back corner of the classroom, "They say that you're gonna fail the test."

Lee frowned a bit at the statement.

The boy however smiled. "But we don't feel that way."

Rock Lee became somewhat optimistic. "Do you really mean that?"

"Yeah. We personally feel that the teachers won't even let you take the test, in order to make sure you can keep what little dignity you have left."

The boy in the jacket just smiled while his two friends laughed at their friend's joke. This prompted the rest of the class to turn their attention to the jokers and the boy whose head was slumping down in embarrassment and dejection. The girl in pink just looked at Lee and sighed to herself.

"What's the matter Dork-Lee?" the bully in brown asked, "Not gonna spaz out and say how you'll pass the test with 'flying colors' and become a genin like the rest of us, huh? What's the matter with ya?"

Lee was about to speak up, until he heard a small chuckle. Lee turned his head to see a boy at his desk. He had long black hair that went down his back and was tied up in a ponytail. His forehead was covered in bandages above his clear white eyes.

"It is because that he doesn't believe that he can pass the exam."

Lee felt a pang of ire in him upon hearing that, causing him to jolt from his desk with a burning sense of fury.

"What?!" Lee exclaimed.

"How can you tell Neji?" the boy in brown asked.

"Simple." Neji began, "While Lee was sitting at his desk, his gaze was set downward as he was playing around with his hands, showing signs of meekness."

Lee started lowering himself down towards his chair, his eyes moving back and forth to make note of the chattering children around him.

Neji continued his explanation.

"He then looked around the classroom, more than likely to see how we all appeared to feel about today's exam, only to lock eyes with Tenten and turn his head back forward out of impulse."

Some of the kids snickered at the statement while Tenten covered her reddened face. Lee rubbed the back of his neck as his eyes moved back and forth between Tenten and Neji.

"Then when you three came up to Lee to talk to him about the exam, he became hesitant and insecure of himself. Lee is uncertain whether or not he has the skill to become a genin, and he's right for having such doubts."

Lee's became livid after hearing Neji's explanation. The feeling of self-doubt inside Lee was slowly being replaced by anger. The emotion was building and building from within. Lee was ready to vent out and speak his mind, when the sudden sound of high-pitched scream echoed throughout the academy. The entire classroom jumped a bit at the cry of pain.

"What the HECK was that?!" the boy in the brown jacket exclaimed.

* * *

Iruka rushed through the halls of the school as the screams echoed in the air. He was frantic as he kept up his pace until he reached the door near the end of the hallway. He jerked the door wide open and looked at what was in the room;

Naruto Uzumaki laid flat on the floor, covered in multiple bruises and bumps.

Standing above him were a group of angry girls, Ino and Sakura being among them, staring daggers at the blond student. The rest of the students found the sight amusing with the exceptions of Shino and Sasuke, both of whom did not seem to care, Shikamaru, who slept through the whole ordeal, and Hinata, who looked on in horror.

Iruka sighed as he took in what was displayed in front of him before he audibly cleared his throat, letting the class know of his presence.

"Naruto…" the instructor addressed his student. "Did you challenge Sasuke to a fight again?"

Naruto was getting himself off the ground as he spoke.

"How can he be called a prodigy when he has to get girls to fight for him?"

"How can you say you'll become a genin when you lose to those same girls." Ino retorted.

"Enough!" Iruka demanded the class. "Now I know that younger students were supposed to have started on a one-page essay before starting your break from classes. However, the Hokage has informed me that due to a delay caused by the actions from an _certain someone_, all students who are not taking the genin exams are not required to write an essay and are free to head home and start your vacation as of now."

The class became ecstatic at the turn of events. Some of the students were standing from their desks and heading out the classroom. Iruka continued speaking as the students were getting ready to leave.

"Those of you returning to school after the break will still be in my class, but the classroom will be one floor above this one. Also, anyone wanting to take the genin exams can still do so, but the ten-page essay penalty for failing is still in effect."

Most of the class was leaving the classroom while Naruto stood in front of the desks, trying to ignore the smug looks of the other students. Iruka saw Sasuke was standing up from his desk.

"Sasuke." Iruka called out, making the boy in question stop to give his attention to the teacher. "Would you stay behind for a while. It's important that you do so."

The raven-haired child did not say anything in response, he just sat back down as the other students left the room.

While the rest of the class were leaving their instructor and two classmates behind, Hinata hesitated for a moment as she gave Naruto a quick glance before leaving the classroom, her face turning redder with each step.

After some time, the only people left were Sasuke, Iruka, and Naruto. The room was silent for a moment before Naruto spoke up.

"So why did you make Sasuke stay after class, Iruka-Sensei? Did you want at least one paper to grade after the break?"

Sasuke did not even glance at the arrogant kid while Iruka sighed to himself with frustration.

"Just follow me to the exam room boys. We'll do your tests before the older students." Was all the instructor said as he made his way out the classroom with the two students following him.

Naruto was glaring at the student walking next to him as multiple thoughts went through his head.

"Why is Iruka-Sensei making Sasuke, of all people, stay to do the test?" the orange clad boy thought as he walked to the exam room. "It's not like he wanted to stay in the first place. Maybe the teachers are trying to take Sasuke down a peg or two by making him take the exams to show him how far off he is from becoming a genin. Meanwhile I'll pass with flying colors, become a genin and prove to the village that I truly am better than Sasuke Uchiha!"

With that thought, Naruto let out a self-satisfied chuckle that the two walking with him ignored as they went inside the exam room.

* * *

Rock Lee and the rest of the fourth year students had finished the written part of the exams and were waiting to take the practical portion. He and the rest of his class had to wait for the younger students to finish their exams first.

Lee was looking outside the window as he and the rest of his class was waiting in the part of academy next to the exam room. He looked at the track where he ran dozens of laps. He looked at the targets which he threw hundreds of shuriken. He looked at the dummies which he landed countless punches and kicks on. Lee thought about all that running, throwing, punching, and kicking would pay off for today's exam.

As Lee was lost in thought, a scream of frustration echoed from within the exam room. Before anyone in the room could react, Lee looked out the window to see Naruto jumping out the window of the exam room and onto the practice field.

As Naruto ran across the field Iruka's voice called out "Wait! Naruto!"

"As expected," One of the students stated.

"Yeah. I mean, what does Naruto expect? That he'd be allowed to become a genin after the stunt he pulled today?" one girl rhetorically asked.

"Plus, the kid has no talent in anything, yet he holds this delusion that he's this great ninja. It's pathetic."

Rock Lee took those words to heart as he looked towards where Naruto ran off. One thought ran through the boy's mind;

"Kind of like me..."

The doors of the exam room soon opened, and the students turned towards the figure in the entryway. The students could not believe what they were looking at;

Sasuke Uchiha was wearing a blue headband with a metal plate displaying the village's symbol on the center.

The room was silent as Sasuke made his way through the room to get out of the academy building.

"That was that Uchiha kid." Another student said. "Isn't he a year below us?"

"I guess the teachers decided to make him a genin earlier than expected." a girl theorized.

"Well we shouldn't be surprised. I mean he was described as a prodigy, even in his first year."

"Yeah. Between that and Naruto getting rejected, it goes to show you that natural talent goes a long way."

Those words dug deep into Lee's subconscious. His nerves were starting to get to him. All he could do was stare out the window and try to ignore the concept of natural talent while the other students were, one by one, being called into the exam room to take the practical part their final test.

Lee overheard the other students celebrating their success. He took note when Neji left the exam room with his own ninja headband.

"It makes sense that Neji-kun would pass the test." Lee's mind pondered.

Before Lee knew it, he was the only student left that had yet to take the exam. The student was by himself in the waiting room. The prospective ninja was taken out of his contemplation when he heard Iruka call out to him.

"Rock Lee." Iruka said, looking rather dejected. "Could you come into the room, please?"

Lee followed Iruka's demand as he walked into the exam room. Lee waited in front of the proctor's table while Iruka took his seat, next to Mizuki. Lee noticed that the table was barren, which was strange to him since he expected there to be some headbands. Mizuki just sat still, stone-faced.

After Iruka pulled his chair towards the table, he cleared his throat before staring straight towards Lee.

"Rock Lee, do you know why we hold these exams every year?" Iruka questioned the student

"Yes Iruka-Sensei." Lee replied. "To test the skills of the academy students to determine if they are able to become genin."

Iruka looked towards the side as he replied to Lee's answer. "That's the purpose of the exam, itself, but do you know why these exams are annual?"

"I do not, Iruka-Sensei."

"The reason why these exams are done each year is because there is a demand for new ninja ever year. To make sure that the village has a well-maintained ninja army."

Rock Lee nodded his head as he paid attention with determination. The discipline shown by the boy made Iruka sigh to himself before continuing.

"However, there are limits as to how the village's army is maintained. For instance, only a select amount of genin can take the exams to become chunin, the secondary rank of a shinobi."

"Why is that Iruka-Sensei?"

"It is because the various great shinobi countries agreed to limit the amount of ninja each village is allowed to have, as a means of maintaining peace."

"Does that mean that there is a limit as to how many students can become genin?"

"That's correct, Lee. Now we originally planned for you to take the exam to see if you are skilled enough to earn the rank of genin. However, there's been a change of plans."

Lee started to feel a knot in his chest when he heard those words.

"Over the past year," Iruka started to explain, "a student from a earlier year showed exceptional skill, so the Hokage decided to have him take the exam."

Lee's mind flashed an image of Sasuke, wearing the ninja headband. The student was putting the pieces together in his head, however Iruka continued to talk.

"As you more than likely saw already that student has passed the exam, meaning that the number of headbands we can award students was reduced by one. So, we had to prevent one student from graduating from the academy this year."

"And so, you had chosen me. Is that right, Iruka-Sensei?"

"…That's not necessarily the case. Your time at the academy has shown that you have shown virtually no progress when it comes to certain ninja skills. The only skill you show some proficiency in was hand-to-hand combat, and even then, it's not particularly exceptional. So, the instructors had decided to hold off on giving you the exam until the rest of students had a chance at the exam. The plan was to let you take the practical part of the exam if there was a forehead protector left over. But as you have already gathered, that's not the case here."

Iruka motioned his arms around the barren table. Lee just stared at the headband-free tabletop as Iruka continued with his explanation.

"Now let me be clear Lee; This does not mean you can never become a genin. This just mean that you will have to repeat a year of study before you can take the exam next year. You will be in my class, and you do not have to write the penalty essay to do so, given the circumstances. So, this is not a rejection Lee, it's more along the lines of a delay. You still have a chance to become a ninja."

Rock Lee's mind was spinning. He did not know what to say at that point. All Lee could do at that moment was bow to the two instructors and mutter out a reply.

"T-thank you, Iruka-Sensei."

With that Lee started to make his way out of the exam room. As the boy closed the doors Iruka let out an audible sigh as he rested his head on one hand while rubbing his face with the other.

"You hate to see a thing like that happen." Mizuki stated.

"You're telling me." Iruka replied solemnly.

"Don't beat yourself over this Iruka. We had our hands tied here. With Sasuke Uchiha becoming genin, basically by order of the Hokage, someone had to have been cut from this year's graduating class. It's probably for the best. When Lee takes the exam next year, he may in fact gain the skill to become a proper genin."

"That's just the thing Mizuki." Iruka said as he lifted his head to look at the doors Lee went through. "I don't know if he'll want to come back next year."

* * *

The sun was starting to set and Rock Lee was still on the academy grounds, aimlessly wandering around the training fields. He was still trying to process what had just happened back in the exam room. The disheartened child was lost in thought, thinking about how he was denied the opportunity to become a genin, but more importantly, why he was denied his chance. Lee's self-reflection was interrupted when he heard a voice call out to him.

"Lee?"

Lee shook his head as he snapped himself out of his trance to turn around to the person calling out to him. It was Tenten, who appeared to look concerned for the boy. The first thing Lee noticed about her was the headband she was wearing.

"O-oh…Hello, Tenten-san." Lee replied weakly.

"Hey. Listen, I wanted to apologize for that awkward moment in class today."

"You do not have to apologize for that. It was just something that happened."

"Oh? Well…okay then."

Lee felt awkward talking to Tenten. He never really had a conversation with her before today. He did not know what to say. He was not actually in the mood to talk to anyone. However, he did feel that it would be inconsiderate of him to end the conversation here. Without thinking, Lee talked about the first thing that came to his mind.

"I see that you got your ninja headband. Congratulations, Tenten-san."

"Oh thanks." Tenten replied as she adjusted her headband. "Where's yours?"

Lee felt that sensation of shame run through his body again. He slumped his shoulders as he looked towards the ground in embarrassment. Tenten immediately figured out what had transpired.

"Oh. I'm sorry. It really sucks that the teachers failed you."

"I did not fail the exam. I was prevented from taking the exam"

"Huh?"

"Remember what happened with Sasuke-kun today?"

"Yeah. It's weird that a student a year below us would be granted the rank of genin. But I guess that's to be expected with a prodigy like him."

The word "prodigy" stung Lee, but it did not stop him from continuing his explanation.

"Well are you aware of the limitations place on each village regarding ninja."

"Well I have heard that the academy only allows a certain amou-!...Oh…"

Lee nodded his head "When Sasuke-kun became a genin, it meant that the academy must stop at least one of the students from taking the test and have that student repeat the fourth year of school, in order to prevent a breach of agreement between villages. I was the student they chose."

Rock Lee started feeling more dejected. Tenten seemed frantic as she tried to console the solemn student.

"W-well look at the bright side; it's not you failed the exams or anything like that. You just got hold off from taking them until next year. I mean, this isn't a reflection on your skills."

"Is it that really the case, Tenten-san?" Lee snapped Tenten.

"Lee…" was all she could say in reply.

"There was a reason I was chosen to take the exam after everyone else. Iruka-Sensei told me so himself. Unlike the other students, I am the only student who has no skills in ninjutsu or genjutsu. It is why everyone in our class bullied me, telling me that I could never become a ninja. You have also thought the same thing. Am I right, Tenten-san?"

Tenten didn't know how to respond to the accusation. All she did was allow Lee to continue venting his frustration.

"It's like what everyone else says; those with talent are just superior to those without, right? Why else would people like Neji-kun and Sasuke-kun would become genin, making it look easy? Why else would Naruto-kun and I be denied the same opportunity?"

"Hey, Naruto is a different case. That kid is nothing but a nuisance. He's also way too arrogant for his own good."

"And why do you think Naruto-kun is arrogant?"

Once again, Tenten could not think of a proper answer.

"It is because you see his inherit lack of ninja skills and conclude that he has no future as a shinobi. That's just like me Tenten-san. I have no inherit ninja skills and everyone around me tells me that I have no future either…no chance whatsoever…so what is the point of trying again…"

Saying those words broke Lee as tears started to form in his round eyes. As soon as he felt the first tear rolling down his cheek, the boy ran off towards the woods.

"Lee, wait!" Tenten reached out towards the fleeing student, however her inner voice told her that it was best to not pursue him. With a solemn sigh, Tenten left the academy grounds and headed towards her home.

Unbeknownst to the newly appointed genin, her conversation with Lee had a witness hidden in the shadows.

* * *

Rock Lee ran through the woods in hopes the exhaustion put on his body would stop more tears from forming in his eyes. Unfortunately, the tears kept falling to the ground as the child ran through the forest, leaving a trail behind him. Eventually, Rock Lee got tired of running and came to a stop in a clearing.

Those voices kept repeating in Lee's mind;

"What's the matter Dork-Lee?…It's pathetic…you have shown virtually no progress when it comes to certain ninja skills…he holds this delusion that he's this great ninja…the teachers won't even let you take the test…he's right for having such doubts…natural talent goes a long way…that's to be expected with a prodigy…"

The despair in Lee's heart slowly turned into anger. Without hesitation, the frustrated kid screamed to towards the sky and rushed towards the nearest tree and proceeded to punch away.

Fists were flying. Knuckles were connecting to bark. Tears continued to flow downwards.

"Why do they not see my value as a ninja?!" Lee yelled to himself as he continued his barrage on the tree. "Why does all that effort have to go to waste? Why is that only the naturally gifted are rewarded? Why…why…_sniff_"

Lee slowed down his punches until his fists rested on the damaged bark of the tree. Soon after Lee felt anger dissipate into sadness. He then leaned his head onto the tree and proceeded to sob.

"Why-hic-why am I so pathetic…"

"…The only thing pathetic is you calling yourself that."

Lee snapped his head towards the source of that voice to see an older man. The man had a bowl-style haircut, he sported a full body green jumpsuit with orange legwarmers, and his eyebrows were thicker than Lee's. Lee also took note of both his red ninja headband that he wore on his waist as well as his green jacket.

"That jacket," Lee thought to himself. "He must be a high-ranking shinobi."

The man continued to speak "I was at the academy when the exams were being held. I heard you weren't allowed to take the test. I also saw that exchange you had with that girl. You were awfully rude to her back there by with that outburst you had."

"That was not an outburst." Lee corrected the man. "What I said to Tenten-san was a statement of fact."

"Oh?" the man facetiously replied.

"I am not a prodigy like Sasuke-kun. I am not a genius like Neji-kun. That is why they are both ninja while I am…just a failure" tears were reforming in Lee's eyes. "You know, I sometimes wonder if hard work truly pays off. I always told myself that I can become a great ninja, even if can not preform ninjustsu or genjutsu. However, today's exams have got me to thinking that no matter what I do, I will never be the ninja I have always deemed of becoming. That only the geniuses will strive in life while the rest of us can only hope just to get by…_sniff_…The idea that I can not get stronger, no matter how hard I try, scares me to no end…I can hardly handle it."

Lee broke down once more as he cried in front of this strange man. As the boy wept, the man started to speak.

"If you don't truly believe in yourself…**then you truly are pathetic!**"

That statement stopped Lee's sobbing. How looked up towards the stern man as he continued his lecture.

"There are plenty of people who are not as gifted like natural born geniuses. Truth be told, most people start of as average. But that doesn't stop them. They work hard everyday in order to achieve a level of proficiency that even those born with talent struggle to reach towards. Natural talent can help out a lot, but it's not enough to succeed in life."

Lee started to get intrigued by this man's speech. The man noticed this and smirked to himself as he continued.

"But to be honest, you are different from the average person."

"I-I see…" Lee always knew he was different. In fact, "different" was just a nice way of describing his situation in his eyes.

"That's right. Because you yourself are also a genius. A genius of hard work."

Those words woke something inside of Lee. It was a weird sensation in his chest. It was hot, but not scalding. Truth be told Lee could only describe it as like a burning flame.

"I have heard about you. You always stay behind when the other students have left for home. You would always follow a strict regimen of 50 pushups, 75 squats, 100 sit-ups, and 50 laps on the training field. That's a start, I guess, but you can do much better than that."

"Better?"

"Yes. Instead of that, how's about you start with 300 of everything?"

"300 of everything? Do you mean even sets of 300 pushups and 300 laps?"

"That's exactly what I meant. 300 of everything."

"But…what if I am not able to complete that regimen?"

"Then you do a harder workout system as punishment!"

"What?!"

"You heard me right, kid. If you can't do 300 pushups, then do 300 explosive pushups. If you can't do 300 laps, then do 300 laps entirely on your hands. And if you couldn't pass the genin exams this year, then become the genin with the highest marks next year!"

"But that's just more of what I've been doing before."

"Correction, it's a more focused way what you were doing before."

"I do not understand."

"You see, you were all hanged up over the fact that you can't do ninjutsu or genjutsu. You can barely do taijustsu. So instead of worrying about what you can do, focus entirely on what you can already do and improve on that. In your case that means focus all of your effort on developing your taijutsu."

"I-I understand, but how am I supposed to pull off all of that extreme forms of training."

The man let out a chuckle before he held out his hand and raised three fingers.

"To overcome the odds and achieve your goals, you only need these three things; pride, guts, and **the power of youth!**"

"Youth? I am already a child."

"_Heh-heh._ The power of youth is not about your physical age, it's a way of life. The power of youth drives you to move forward, no matter what obstacles are placed in front of you. The power of youth must always be embraced and must never waver within you. You and me, kid, we are currently in our 'Springtime of Youth'; A time where our youth is at it's most potent, meaning that your potential is virtually unlimited." The man finished his speech with a thumbs up and a sparkling smile.

"I see…" Lee was now mesmerized with what this man was telling him.

The man approached Lee while digging into one of his vest pockets. The man pulled out something and handed it to Lee. The object felt heavy in Lee's hands. The boy took a good look at the item and was puzzled. Lee noticed that the word "Guts" was written on each of the seven pockets on this piece of fabric.

"Are these weighted?"

"That's right!" the man answered. "They go on your legs, around your ankles. Each of those pockets has ten-pound weights in them meaning that each leg will have seventy-pounds holding you down when you wear them."

"I do not understand. Is there a purpose to these weights?"

"They're used as an old-fashioned method of training. It's designed to slow down the wearer, resulting in training becoming tougher while the rewards of said training increase exponentially. There's a store by Ichiraku Ramen that sells weights. If you feel like those current weights aren't doing their job, go to the store to get heavier ones. If you show them the ankle weights, they'll give you a discount. I would also recommend getting dumbbells."

"I understand." Lee replied, the burning sensation in his chest growing stronger.

"Alright then." The man said as the began to walk away. "Your goal is to train until next year's exam. You are to increase your physical stamina, tone your body, and become stronger each day. All of this in service to improving your taijustsu, since that's the only area of the ninja arts that you can do. By next year, I expect that you'll be able to pull off forms of taijustsu that are worthy of earning the rank of genin. Think you can pull it off?"

"I will!" Lee declared with pride in his voice. "I will train even harder and become a ninja next year."

The man smiled once more, feeling proud of what had transpired just now.

"Good. Dismissed!"

With that, the man jumped into the branches of the tree and made his exit, jumping from branch to branch.

Rock Lee stared on in amazement. As soon as the man was out of sight, Lee wasted no time as he sat down to put on his newly acquired weights around his ankles. As he stood up, he lifted each of his legs, one at a time, to gauge how they felt with this heavy load being put on them.

Once Lee got a feel for the weights, he turned around to face the tree that he was punching. He starred at the marks he left on the bark, as one thought crossed his mind.

"I will become stronger, no matter what."

With that, Lee took his right leg and proceeded to side kick the tree with all his might. It was more difficult to do a kick with the weights on, and that's just what Lee wanted.

"If I cannot do 200 side kicks with each leg, then I will do 400 jumping jacks." Lee declared to himself as he continued kicking the tree.

* * *

It has been three months since the last genin exams took place, and a new year has started for Konoha Ninja Academy. The students were in their classrooms getting ready for the first day. One of the students was a boy who was sitting down with the fourth-year students with only one thought on his mind.

"AHHHH! I forgot to do the essay!"

Naruto was frantic as he tried to figure out how he could get out of trouble.

"Alright Naruto. Think!" Naruto whispered to himself. "Just how the heck can I avoid Iruka-Sensei finding out I didn't do that paper? Maybe I can tell him I left it at home, and I'll turn it in tomorrow. That might work! I just wonder how many days I can use that excuse."

"What are you mumbling about Naruto?" Kiba asked as he walked by the worried blond.

"Just thinking how I'll run circles around you this year!" Naruto quickly retorted

"Pfft! Yeah right, you everlasting failure."

"What did you-!"

"Shut up Naruto!" Uzumaki was interrupted by a visibly upset Ino. "It's already bad enough that Sasuke-kun is gone. I don't want to deal with your nonsense so early in the school year."

That statement brought most of the girls in the classroom upset. Some of them even started to cry.

"Sasuke-kun!"

"Why did you have to graduate a year earlier than us?"

"This is the worst!"

"I miss him so much!"

"I miss him more than anyone else!"

"No you don't. I do!"

"Shut up!"

"You shut up!"

"Sasuke-kun!"

"**WAHHHHHHHHH!**"

As the girls continued to cry. Shikamaru scoffed at the scene.

"Geeze. And here I thought with Uchiha gone, things would change around here. Turns out it's more of the same, but somehow these girls are even more annoying than ever before."

"It's your fault, Shikamaru!" Ino declared while pointing at the tired student with grim intent in her eyes. "You talked about how things will be better if Sasuke would graduate and then he becomes a genin on the same day. You jinxed the whole thing."

"Yeah, I'm at fault here." Shikamaru said sarcastically. "I worked on a special jutsu that allows me to manipulate reality with just a single sentence. I, Shikamaru Nara, take sole responsibility for making sure the class eye candy graduated a year before us. I'm _sooo sorry_, Ino"

"Ooooh-ju-Just shut up!" was all Ino could muster before turning back to face the front of the class in a huff.

Naruto grew more and more frustrated with each passing second. His scowl grew with each passing second.

"It's all a load of crap!" Naruto thought. "First Sasuke somehow weaseled his way into graduating before I did, and now the entire class is whining about how they all miss him."

Naruto turned his head to look at Sakura, who was resting her head on the palm of her hand as she stared, melancholically, at the front of the class. His scowl soon turned into a wide smile.

"On the bright side, at least I don't have to deal with anyone trying to take Sakura away from me." Naruto thought as he let out a smug chuckle.

* * *

Rock Lee was making his way through the halls of the academy with a pep in his step. The one-hundred-and-forty pounds on each leg did little to slow down his pace. Lee was in an optimistic mood.

"This is the year that I will become a ninja." Lee mentally declared to himself as he balled his fist and felt the flames of youth in his chest.

As he walked through the academy, Lee noticed a familiar face. She was walking in his direction and she appeared as she was too lost in thought to notice anyone. Lee called out to her.

"Good morning, Tenten-san."

Tenten shot her head up towards Lee. She was surprised to see him, but she put on a friendly face for the boy.

"Oh. Morning Lee." Tenten said as she and Lee stopped in front of each other. "I see you're still attending the academy."

"That is right. What brings you here though?

Tenten rubbed one of her arms as she looked around herself. "Well…I am in between missions and I just felt like walking through the place. You know, reminisce on memories."

"I see. It is actually a coincidence that we ran into each other again."

"How so?"

"I wanted to apologize for my behavior the last time we talked to each other. I was being rude towards you."

"Oh, don't worry about that. You were just upset, and with good reason."

"That is not a valid excuse to not treat others with the respect they deserve."

Tenten was surprised at how much Lee's attitude had changed in the three months since she last seen him. Thinking about those three months had suddenly put Tenten back into her weird mood.

"Well I at least understand why one would be upset at hearing about their shortcomings."

"What do you mean by that, Tenten-san?"

Tenten let out a sigh before she started to explain herself.

"You have heard of Lady Tsunade, right?"

"Of course, I have. Lady Tsunade is a legendary kunoichi."

"Yeah. Well ever since I was little, I wanted to be a kunoichi that was on her level. So, I spent these past three months training myself to master some of the jutsus that she was known for. Turns out that I was not capable of doing any of them. I lacked proper chakra control, I can't get crazy strong, I couldn't even summon anything outside of some shuriken."

Lee took a good look at Tenten as she explained her situation. Lee noticed the weary look in Tenten's eyes, her slumped over shoulders, her disheveled appearance. Lee could tell that she was tiring herself out. He said nothing as Tenten continued.

"You know it is kind of silly of me to think that I would be on the same level as Lady Tsunade, but I didn't think I would be lacking in so many aspects of being a kunoichi. Now I know how you felt whenever we all doubted you. I'm sorry for putting you through that, Lee."

While Lee felt grateful for Tenten's apology, seeing her in such a pitiful was starting to make Lee feel a sense of urgency. Tenten stopped looking Lee in the eye at that point and she focused her attention to the ground below her.

"To make matters worse, I feel like I'm being a hinderance to my team. If I'm being honest, I feel like everyone would be better off if I just forget this silly dream of mine and quit being a ninja."

Hearing that awoken something inside Lee. He had enough. Without warning, Lee placed both his hands on Tenten's shoulders. Tenten snapped her head up to see Lee staring intently into her eyes.

"Do not **ever** say that you are a hinderance!" Lee demand a stunned Tenten. "I have also felt what you are feeling right now; doubt, shame, fear. I was worried that my lack of ninjutsu and genjutsu meant that I will never even become a ninja, let alone a great one. But I figured out that those feelings are not a sign that I should give up, but that I should correct my mistakes and make up for my limitations."

What Lee was saying made sense to Tenten. She was starting to empathize with Lee optimism.

"Since I could not do ninjutsu or genjutsu, I have decided to focus all of my effort into developing my taijutsu." Lee stated with passion in his eyes. "You should do the same, Tenten-san!"

"What do you mean, Lee?"

"I mean you need to stop trying to copy Lady Tsunade's techniques. Stop trying to copy any person's techniques. Find a skill that you are already good at. Once you found that skill, you must focus all your training specifically in those areas of the shinobi. Once you trained hard enough, you will eventually develop new tactics and moves nobody else has even imagined doing. That should be your path to greatness."

"Would specializing in a specific ninja skill be enough for me to become a great kunoichi?"

"You will never know until you try."

"Do you really feel like I could do all that?"

"The most important thing to consider is whether or not **you** think if you can do it. However, if you were to ask me, I would say that I definitely believe that you are able to become a great kunoichi!"

Tenten was taken aback with what Lee was saying. Those words filled Tenten with a sense of confidence that she had not felt in quite some time. Before Tenten could respond, Lee took his hands from Tenten's shoulders and grabbed Tenten's right hand to pull it up to his chin.

"I want you to make me a promise." Lee started. "Do not give up on becoming a great kunoichi. Keep following your dream!"

Tenten did not know what to do. She was awestruck at how much confidence Lee had in her. She could swear that her cheeks were starting to feel flushed while Lee made that request for her.

"I-I'll do my best." Tenten stammered a reply.

"That is all I can ask of you."

With that Lee released his grasp on Tenten's hand. Tenten rested her hands at her sides as she stared at the optimistic student. Lee gave Tenten a thumbs up as he made one last declaration.

"We may not see each other for quite some time, since I will be in the academy while you train and go on missions with your team. However, whenever we do meet again, I will be a ninja that is still working hard to reach my goal. I know that when the time comes, you will be as well."

Rock Lee capped it all off with a large smile. Tenten was so shellshock by Lee's motivation speech that she was rendered speechless. All she could do was nod her head towards the enthusiastic student.

"Right! Well then, see you later, Tenten-san." With that Lee walked by Tenten.

Tenten's gaze followed Lee as he made his down the hallway. When Lee made his turn at the end of the hall, Tenten placed her right hand on her chest, trying to gauge what was that sensation she had started to feel.

* * *

Rock Lee was walking towards his classroom when he noticed Iruka was waiting by the door. The instructor gave out a sigh of relief before putting on a smile when he saw the student coming towards him.

"Welcome back, Rock Lee." Iruka made his greeting. "Are you ready for another year in the academy?"

"I sure am, Iruka-Sensei." Lee answered with confidence.

Iruka gave Lee a nod of approval. "Good to hear that. Just wait here for a second. I'll let you know when you can come in to introduce yourself to the other students. Okay?"

"Got it!"

Iruka gave Lee another smile before he opened the door into the classroom. The sensei saw that all his students from the previous school year had returned for this new year of teaching. One of those students was Naruto Uzumaki, who appeared to be nervous.

"Welcome back class." Iruka greeted his students before turning his attention to the Uzumaki boy. "Naruto, I hope you have your essay with you today."

Naruto struggled with his explanation. "Well-uh-you see, funny story, I left my essay at my place and by the time I realized my mistake, I could not be able to go back home to retrieve my essay and make it back to class in time. _Heh-heh-heh_."

The other students appeared as they were not buying it. Most of them just rolled their eyes while others shook their heads. Iruka on the other hand decided to put on a happy face.

"Oh really? Well that's no problem." Iruka's reply gave Naruto a sense of relief. "After class, we can just go to your apartment so you can get your paper and promptly turn it in to me."

Relief turned into worry. "Uhhh…Well my apartment is sort of a mess. It might take me a while to find that paper. It may have gotten lost in the trash, now that I think about it."

"Well, if that's the case, you can always rewrite the paper for me. Since you already wrote it down, it should be no problem writing it all over again. In fact, we can also have you do an additional two pages for good measure."

Worry turned to despair. "Oh…sure, no problem."

The entire class laughed at Uzumaki's expense. The only ones who were not taking pleasure at this display was Naruto, who sunk his head down in embarrassment, Iruka, who was disappointed with Naruto's actions, and Hinata, who looked at Naruto with compassion.

"Well then, before we start this new year, I have an announcement to make." Iruka said before turning his head to the door. "Would you come in now Lee?"

With that Rock Lee opened the door and made his way to the front of the class. The students looked on with curiosity. Some of them started whispering amongst themselves.

"Who is that guy?" Chouji asked Shikamaru.

"Got me. I just hope this guy isn't too noisy."

"Look at that wierdo." Ino said to some girls sitting near her. "Those eyebrows are so huge, I almost thought caterpillars were crawling on his face."

When Rock Lee got to the front of the class, he turned to face the other students and greeted them with a bow.

"My name is Rock Lee. Due to some issues regarding last year's final exam, I will be repeating my fourth year with you all. I hope we can all get along as we train to become genin."

The class was silent for a moment. Most of the students did not know what to make of their new classmate. After a couple of seconds Kiba decided to ask a question.

"So why did you have to repeat this year?"

Iruka decided to answer for Lee. "Well, as you all know, Sasuke Uchiha graduated three months ago."

Some of the girls in the classroom started to whimper while Naruto gritted his teeth in resentment. Iruka chose to ignore his student's response as he continued speaking.

"When that happened. We were forced to hold back one of the students from graduating, as per the agreement amongst the five ninja villages."

"And so, Lee over here drew the short straw." Chouji filled in the blanks for Iruka.

"Not quite how I would put it, but yes. Lee was chosen to repeat another year." Iruka replied.

"So, this being your second time as a fourth year student, you know all about the lesson plans we all have to deal with this year. Meaning you can help some of us out with tests and such, right?"

"I am more than able to help other students, but they never ask me for help." Shino muttered to himself.

"I will do my best to assist anyone who needs my help." Lee's answer got the class feeling hopeful. "However, I must let you all know that I am unable to do any form of ninjutsu or genjutsu."

That statement made all the students in the classroom confused. Even Shikamaru raised his head upon hearing Lee admission.

"No ninjutsu or genjutsu whatsoever?"

"That is correct." Lee answered back.

"Well what do you know." said Kiba, "A student who can possibly make Naruto look decent by comparison."

Some of the class got a chuckle out of that. Naruto got even more frustrated, a feeling that Iruka was starting to feel as well.

"Now class." Iruka started to say in a stern tone of voice. "Despite Lee's perceived deficiencies, he is a more than fine student and you all can greatly benefit from his help."

"It is alright, Iruka-Sensei." Lee told his teacher. "I just have to not let what others say deter met and prove my worth to the class."

Lee's casual confidence took the class by surprise. None of them were laughing anymore. Some were even kind of impressed with how the new kid carried himself. One of those impressed students was a certain knuckleheaded prankster.

"Wow, that new kid seems pretty sure of himself." Naruto thought.

"Well then, now that you introduced yourself, you can take your seat next to Naruto Uzumaki.

"Yes, Iruka-Sensei." Lee replied with a bow before making his way towards his seat.

Naruto started to scooch over, his eye following Lee as he did so. When Lee got to his seat, he looked at the infamous troublemaker and smiled.

"So, you are Naruto Uzumaki, right?"

"Uhh yeah." Was all Naruto could say.

Lee's smile grew a bit as he extended his hand towards Uzumaki.

"I hope we can be good friends during the school year."

The class was surprised once again with Lee's actions. Most of them were shocked that someone could be so cordial to the boy who mostly caused trouble for everyone around him. Iruka was pleasantly surprised with this turn of events.

"Well what do you know." Iruka thought with a smirk. "Perhaps Naruto may actually make a friend of his own."

Naruto for his part was mostly confused. He was not expecting this from the new kid. From his experience, Naruto was never used to people treating him kindly, right from the offset. After a few moments, Naruto reached out and grabbed Lee's hand.

"S-sure man. Same here, I guess." Naruto said as he shook Lee's hand.

"Fantastic. Pleased to make your acquaintance, Naruto-kun."

Rock Lee was satisfied with himself. Not only was he continuing his journey to become a great ninja, he also has found companionship with a boy who had also felt isolated by his peers. Lee could tell things were turning around.

In his moment of self-assurance, Lee turned his head to see a female student with a red qipao dress. Her pink hair strikingly contrasted with her green eyes. Lee was captivated by this girl.

Without a word Lee started making his way towards Sakura, making Naruto confused.

"Uhh, hey. New kid?" Naruto spoke up.

"Hey Lee." Iruka called out. "Your seat is next to Naruto."

Lee ignored his teacher, as well as Naruto. He continued his approach the girl who caught his eye. Sakura was both confused and nervous. When Lee was next to Sakura, the girl did not know how to respond to this.

"What is this guy's deal?" Sakura thought to herself.

"Hello there." Lee spoke up. "What is your name?"

"What? Um…Sakura Haruno." Sakura replied hesitantly.

"Sakura-san." Lee said before taking a deep breath, not bothering to suppress the red tinge on his cheeks. Soon afterwards Lee showed his pearly white teeth in a huge smile and gave Sakura a thumbs up.

"Please go out with me! I will protect you with all my life!"

The class fell silent in astonishment. Even Iruka was not expecting that from Lee. Naruto was frozen with a mixture of surprise and anger.

"What the hell?!" Naruto yelled in his head.

Sakura for her part was mortified. It did not take long for her to give a reply.

"No way." Sakura stated bluntly. "You're kinda lame."

Lee was devastated with Sakura's response. "O-oh…"

At that moment the class was filled with uproarious laughter. Some of the students even fell out of their seats.

"_AHHH-HAHAHAHAHAHAAAA!_" Kiba bellowed out. "Oh man that is just too good! I gotta give you props Lee. Few guys have the stones to do what you just did!"

"Interesting." was all that Shino replied with.

"Geeze. This year's really gonna be a drag." Shikamaru said to no one in particular as he rubbed his temple.

Chouji said nothing as he dug some potato chips out of their bag and consumed them, watching the events take place in front of him.

"Poor guy." Hinata mumbled, sympathizing with Lee's situation.

"Wow, Sakura. Congratulations!" Ino stated mockingly. "You finally found a guy who can look past your huge forehead. It's about time."

Sakura was furious with this whole predicament. She tried her best to keep a friendly face, however, her inner voice was not so concerned with maintaining a similar appearance.

"**CHA!** Why is it the first guy that confesses to me has to look like a total freak! And to make things worse, it happened in front of Ino-pig!"

Lee decided to shake the rejection off as best as he could, and he turned back to head towards his desk. As soon as he turned around, Lee was face-to-face with Naruto Uzumaki. The blond stared at Lee with vicious intent. Lee was confused as to what was going on but everyone else in the classroom knew what got Naruto upset. Before Iruka could tell Naruto and Lee to go back to their seats, Naruto shouted out one simple demand;

"Fight me, Lee!"

* * *

_**AUTHOR'S NOTE: And that's the prologue chapter to my Naruto Alternative Universe story. Thank you for taking the time to read it. Was it good? Was it bad? Do you have anything you want to say. Leave it in a review. I'll make sure to read all of them. Also don't expect this story to just be "Every Arc just switch Lee ****and Sasuke's part****." There is going to be some big differences in the story here compared to the official Naruto manga/anime. "What kind of changes," you may ask? You'll just have to wait and see for yourself. Stay tuned for the Chapter 1 of the story.**_


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